Watching
by tayryn
Summary: A post ep fic for "The Baby Shower". They're being watched. Please note... this fic contains voyeurism!
1. Chapter 1

**AN: This fic is for Seirina... who encouraged the muse when she was given a particular teaser from my other fic, "It's All in the Jeans". Thank you, hon! I hope tis worth the wait.**

* * *

With the framed picture of her lover still in her hands, CC climbed out of the large hotel bed and wandered through the suite and out onto the room's terrace.

Before she'd left to go see her husband, Nanny Fine had mentioned that Niles had made the journey across the country with her, and so CC was expecting him to show up in her room any minute now.

She wasn't sure how to feel about his flying all this way, simply because some wannabe psychic in a hair salon had told Fran that Maxwell was going to end up in bed with some blonde, and they'd both thought she was that blonde.

CC supposed she should be angry.

But she wasn't. Not really.

And that surprised her.

Yes, she was a little hurt that he apparently did not trust her. But the more she thought about it, the more CC realized that she was actually touched.

She'd never had a lover go to this extreme for her before. Never had a lover care so much to be that worried that some crazy fortune teller could actually be right.

Niles had actually flown across the country for her.

For her.

That knowledge touched something deep inside her, and reignited a craving for something she'd always wanted but had never dreamed she'd ever find – acceptance for who and what she was, as well as a profoundly intimate and loving relationship - and had simply given up on. She was now filled with a hope that she just might find it with him.

CC traced her finger over his image then clutched the framed picture to her chest, suddenly very anxious for Niles to appear.

"CC…"

* * *

"You flew three thousand miles because some silly psychic told you I was about to have an affair?"

"Well, she wasn't totally wrong. You were in bed with a leggy, blue-eyed blonde."

Maxwell gave her an incredulous look. "He scrubs my toilets."

"I'm sorry, honey," Fran apologized. "I know Libby was wrong, but if a sexy blue-eyed blonde woman did come on to you, you would tell her that you are madly in love with your big fat, miserable, moody wife wouldn't ya?"

Max cupped her cheek. "Of course I would," he said as he leaned closer and kissed her.

"You'd tell her I was fat?"

Max made a face as he sank down into the bed and pulled the duvet over his head.

"Well, it's just… you know, pregnant describes it, fat I don't get. It's not fat technically."

Maxwell took a deep breath then flipped the blanket away and looked up at her. "Sweetheart, you are beautiful."

"Now, you're just saying that."

Maxwell sat up and took his wife in his arms, pressing his cheek to her. "No, my darling… I mean it. You are beautiful."

"Really?"

"Yes. Really."

Fran smiled and snuggled closer. "Well, if you say so."

Max rolled his eyes, and simply blamed the pregnancy hormones. "I do."

At that moment, Chester barked.

Fran quickly scrambled out of the bed and hurried over to the small dog. "Chester, honey…" she scooped him up and accepted his kisses. "What's wrong, Chester?"

The dog barked again and squirmed out of her arms and trotted over to the door.

Fran looked back at Max. "I think he needs to go out."

Max climbed out of the bed with a sigh, still wondering how he'd gotten stuck with Chester. He pulled his robe on over his pyjamas and slipped his feet into his slippers. "Well, I suppose we should take him then."

Fran grabbed the leash off the arm of the sofa, hooked it onto Chester's collar then opened the door.

Max grabbed the room key, as well as one of the cigars he'd brought with him from home, off of the credenza and they left the room. If he had to take the blasted dog out, he might as well enjoy a cigar while he had the chance.


	2. Chapter 2

**AN: Thank you for the reviews! They are, as always, appreciated! Also, I should apologize now... as even though I am not a fan of them, there are several "shortish" chapters. Tis just how they fell in the story.**

* * *

Standing in the hallway outside CC's room, Niles laid his hand on the door and took a deep, steadying breath.

He was nervous.

So much was at stake, and he was very aware that everything could go very wrong, very fast, if he wasn't careful.

Niles knew CC loved him even though she had yet to say the words. But he knew. He could see it in her eyes every time she looked at him. Every time she touched him. Every time they made love…

"Especially when we make love," he said in a hushed voice, a soft smile playing on his lips.

She couldn't hide her feelings from him then.

Her eyes, as their bodies moved together, were so open to him… but never more so than when she was on the edge of orgasm. It was in those last tremulous seconds before she would tumble over the edge into bliss, when she was at her most vulnerable, that he could see the depth of her love for him in the blue ocean of her eyes.

CC's eyes, Niles mused, truly were the windows to her soul.

No, he wasn't worried about her feelings for him. He was more concerned with how she would perceive his flying all the way out to California all because of some crazy prediction by some silly psychic Fran had spoken with.

He was afraid that she would not only be angry with him, but that she would also see this as a lack of trust on his part.

But nothing could be further from the truth.

Niles trusted CC.

His coming all the way here had nothing to do with his not trusting her.

No, it was fear.

Fear was what made him listen to Fran. And what made him hop on that plane and fly across the country.

Niles swallowed hard.

It was time to face that fear.

If they were to have any real chance together, he needed to talk with CC and tell her of his fear so they… so HE… could confront it and banish it. It was the only way they would make it.

Niles took a deep breath then slipped the key into the lock. He turned the knob, opened the door and stepped into the brightly lit room. Not seeing CC, Niles glanced around, thinking that maybe she was in the bathroom, and then he spotted the small hallway leading to what was obviously the suite's terrace.

He nodded to himself as he turned and locked the door; making sure to flip the security lock. He tossed his jacket onto the nearby sofa and toed off his shoes then made his way through the suite toward the balcony.

When he reached the terrace, he stopped and let his eyes roam over her. Niles felt his heart skip a beat. She wasn't wearing anything especially revealing, just her black silk pyjamas, but still, she was the sexiest woman he had ever known.

He shook his head. He had it bad.

Taking a deep breath, he stepped further onto the balcony and called out to her softly.

"CC…"

* * *

Maxwell gave a long draw on the cigar, pulling the flavoured smoke deep into his lungs as he and Fran wandered along the barely lit grounds of the hotel.

"How upset do you think CC is gonna be with Niles?" Fran wondered aloud.

"I hadn't given it much thought," he exhaled.

"Well, how was she today?"

Max gave Fran a quizzical look. "She was CC."

Fran rolled her eyes. Oy, her husband! She loved him dearly, but sometimes… he was just so clueless.

"Yeah, but how was she acting?"

"Like CC, sweetheart."

"Honey, work with me," Fran pleaded. "How can I know if I need to go warn Niles if you don't help me out?"

Maxwell shook his head as he took another drag on the cigar.


	3. Chapter 3

At the softly uttered call of her name, CC turned to see the object of her thoughts standing only a few feet behind her.

"Hi."

"Hi."

They stared at each other for several moments. They both wanted nothing more than to simply be in each other's arms, but CC knew and could see it in his eyes, that Niles realized they needed to talk first.

"CC."

"Niles."

Small smiles tugged at their lips as they spoke simultaneously.

"CC," he began, his forehead furrowing worriedly.

She cut him off, knowing what he was going to say. "I'm not angry, Niles."

Niles' eyebrows rose. "You're not?"

"No," she shook her head. "I'm not angry, though I suppose I should be. But no, I'm not angry. I'm hurt, Niles. I thought you trusted me."

"Oh, CC, my being here has nothing to do with not trusting you."

"Then why are you here?"

"Because I'm afraid."

"What are you afraid of?"

"That you're going to wake up and remember that I am only a butler, and realize that you don't want to be with me."

"Not want to be with you? Niles, I love you."

They both inhaled sharply and then the room was filled with silence as they stared at each other in shock.

His eyes were wide as they slowly filled with so much tenderness, and so much love, it took her breath away. He closed the distance between them and lifted his hand to cup her cheek. "…CC…"

CC's eyes filled with tears at the wonder and the reverence she could hear in his voice.

"That's the first time you've said it," he whispered, stroking his thumb over her lips.

"I… I… oh… I…" she stuttered softly as she nuzzled her cheek into his palm. She gave him a broad smile, letting everything she felt for him show in her gaze. "I do love you, Niles."

"I love you, too, CC… so much," Niles said as he leaned in and captured her mouth in a loving kiss. CC hummed and parted her lips beneath his, allowing him to deepen their connection. The kiss quickly exploded into a frantic exchange. Low moans filled the air as their tongues met, and they pulled each other closer.

Little by little, the passionate kiss slowed… gentled… and tapered off into a series of feather soft brushing of lips until eventually they simply rested their foreheads together.

* * *

"Aaw, honey, look! How sweet is that?"

Max followed his wife's gaze across the lawn to see a couple embracing in the moonlight. He smiled.

"Is that…" he peered through the darkness, trying to ascertain if, "It is. That's Niles and CC."

Fran's smile grew. "Well, I guess we don't need to worry if she's angry at him or not."

"Apparently not."

"Oooh!" Fran gasped suddenly.

"What?"

"Your son just sat on my bladder."

"You go ahead, sweetheart, I want to finish my cigar."

"All right," she rose up and gave him a quick kiss then hurried away, rambling on about taking a nice hot bath as well.

Max watched Fran until she disappeared from view then found his attention drawn back to Niles and CC.

* * *

"I'm glad you're here. I missed you," CC admitted in a soft voice.

"I missed you, too, baby," Niles said, nuzzling his nose against hers.

"Want to show me how much?" CC asked, her lips curving up into a sensuous smile as she slipped a hand between their bodies and cupped him. She felt him pulse in her palm as she lightly stroked him through his pants.

Niles groaned. "You are such a tease, Babcock."

"But you love me anyway."

"Yes, I do."

CC laughed softly.

Niles pressed a quick kiss to her lips then slipped out of her arms, and moved so that he was standing behind her.

"What are you… oh!" CC's question trailed away when she felt his fingers begin to slowly work at the buttons on her pyjama top. She grinned when, once the buttons were all released, he quickly removed the garment and let it fall to the floor. She gasped when the cool air kissed her nipples, the rosy buds puckering in the soft breeze.

She was surprised - and yet, really wasn't - when Niles wrapped his arms around her, pulled her back against his chest and simply held her. She closed her eyes as he nuzzled the sensitive skin behind her ear, whispering all the things he wanted to do with her. She hummed as his words fanned the flames of her desire.

CC moaned when his hands closed around her breasts and leaned back against his firm chest.

"I love your breasts," Niles murmured against her ear. "The feel of them… the weight of them… the way they fit perfectly in my hands."

"…Niles…" CC moaned as his fingers teased her nipples, pulling and twisting the already taut points until they were throbbing delightfully.

"I want nothing more right now than to take your nipples in my mouth… to suck on them, feel them against my tongue…" he pinched one of the hard tips, making her gasp and press herself into his hands. "Later, once we are in that big comfy bed, I am going to do that. Spend hours simply worshipping your breasts. Tell me, could I make you come just from that, CC? Hmm? I bet I could."

CC chuckled softly, Niles' words enflaming her as much as his continued touch. Her head dropped back against his shoulder. "My… my… someone is awfully confident in his abilities."

"Mmhmm…" he murmured. "I know your body, CC, and how you like to be touched."

"Niles…" she arched into his touch and circled her ass against the hard bulge she could feel pressing into her. God, she wanted him inside her so bad. "Baby… I want you…"

"I know," Niles husked into her ear. "I want you, too. But first…" his hands left her breasts and slid down her stomach, his fingers slipping into the waistband of her pyjama bottoms.

CC's breath caught in her throat when Niles eased the silk pants over her hips and let them fall in a whisper down her legs to puddle around her feet. His hands splayed over her hips and he drew her firmly back against him. The knowledge that he was still fully clothed while she was completely naked, and exposed to the elements, sent a thrill of excitement through her.

"I want to love you like this first," Niles told her. "Will you let me, CC? Let me show you how much I love you… how much I need you…" his thumbs brushed over the soft curls covering her sex. "Will you let me pleasure you, baby?"

"Oh yes," she murmured, tilting her head towards him, blindly seeking his lips. She sighed happily when he covered her mouth with his and kissed her lovingly.

"I love you," Niles whispered as he moved his lips along her jaw. He brought his right hand up to, once again, cup her left breast. "I'm going to show you now… just how much…"

"…yes… Niles…"

As Niles' hand slipped between her thighs, CC suddenly felt as though she was being watched. Slowly, she opened her eyes, and found herself looking straight into Maxwell's wide green ones.


	4. Chapter 4

**AN: Things get interesting from here! We're also heading into mixed points of view... so, to help avoid confusion, anything in _ITALICS_ is from Maxwell's POV.**

* * *

Maxwell's eyes widened when he saw Niles remove CC's pyjama top then wrap her in his arms.

He knew in that moment that he should leave. Knew that he should continue on his way, and give the lovers their privacy, especially as he watched Niles cup CC's breasts in his hands… but he found he couldn't.

They'd obviously forgotten where they were, or assumed that it was late enough and that no one would be around to see them. Either way, they were not stopping, and Maxwell found he could not pull his gaze away from them… especially from CC.

Unconsciously, Max reached down to adjust himself at the husky sound of CC's voice as she moaned his butler's name.

He really… really… should leave, he thought even as he continued to watch while Niles blistered a trail of kisses along the smooth column of CC's throat. Niles would surely kill him if he knew that he was standing there ogling his girlfriend.

But he couldn't. For some reason, he just could not make himself walk away. In fact, as he watched Niles knead CC's full breasts, Maxwell found himself inching closer to the terrace and the two lovers.

He heard her chuckle, the sound shooting straight to his groin.

His eyes widened when he saw Niles' hands leave CC's breasts, trail down her sides and push her pyjama bottoms off.

Maxwell swallowed hard.

Why hadn't he noticed before just how beautiful she was? He wondered as he let his eyes wander over her now nude body. And while he could not see her as clearly as he wanted, in that moment, he could see that CC was all curves and softness in the moonlight.

"…yes… Niles…"

"Oh god," he groaned softly as he watched Niles slip his hand between CC's thighs. "This is wrong! I should not be watching this," he murmured to himself.

Forcing himself to lift his gaze… Maxwell found his eyes suddenly locked with CC's.

* * *

CC's mouth fell open as she and Maxwell continued to stare at each other.

She inhaled sharply when Niles' fingers began to rub her clit, and reached back to grab hold of him; her fingers digging into the cheek of his ass.

CC knew she should say something to Niles about Maxwell. Alert him to the other man's presence.

But she didn't.

And she wasn't entirely certain why.

"I love touching you," Niles voice was low in her ear as he continued to stroke her between her thighs.

"Ni… oh god… Niles…" CC moaned loudly when he slid two fingers inside her.

_Her husky moan filled his ears and Max felt an answering pulse in his groin._

Her eyes were still locked with Maxwell's as Niles began to move the long digits in and out of her, and she felt a hot flash of arousal surge through her.

"Mmm… I love how wet I make you," Niles told her.

CC bit her bottom lip and began to move into each thrust of Niles' hand as he whispered hotly in her ear how much he loved her and all the deliciously naughty things he planned to do with her.

_Max groaned when CC began to writhe in Niles' arms._

She was so unbelievably turned on. The man she loved was making love to her while the man she had, until recently, not so secretly lusted after for years watched.

_He slowly let his eyes drift down, pausing to watch his butler's fingers teasing CC's nipples. He licked his lips as he imagined himself suckling the berried tips, making her moan his name._

CC watched Max's eyes move down her body, and she wondered just how much he could actually see. When she saw his tongue dart out to moisten his lips, she realized he could see enough. The thought sent an extra thrill though her.

"You're so hot, baby…" Niles said as he continued to stroke his fingers inside her. A low growl escaped him. "You're close…" he bit gently at her shoulder. "You want to come, don't you?"

"Yes…"

"Yes," he pushed his fingers deeper inside her, pressing the heel of his palm hard against her clit. "I can feel you…" he trailed his lips back up to her ear, "so hot… so wet…"

"…Niles… please…"

Niles nipped her earlobe. "Don't worry, baby… I'm not going to tease you," he withdrew his fingers, brought them up to circle her clit then thrust them back into her. "This time anyway."

CC hummed her amusement as she arched into his touch; her eyes fluttering shut.

_I should not be watching this. Really, really should not be watching this, Maxwell thought as he began to stroke his erection through his pants in time with each plunge of Niles' fingers into CC's warmth._

"Oh god… yes…" CC moaned as her body began to vibrate with her need to come. She rocked against his hand as passion inched through her veins. "Niles…"

"Come for me, CC…" Niles told her as his fingers began to move faster into her. He rubbed the heel of his hand harder against her clit. "Let go… let me feel you…"

She was close.

So very very close.

"CC…"

She opened her eyes, and found herself looking into Maxwell's once again. Even from where he was standing… and with only the moonlight for illumination… CC could see the arousal in Max's green eyes.

CC felt another wave of pleasure race through her as she realized that she was the cause of his arousal… that watching her as Niles touched her… was turning him on.

_From where he stood, he could see the desire swimming in CC's eyes. The passion… the arousal… and for the first time since he'd known her, Maxwell wished he was the cause of it._

But it was Niles' mouth against her ear… his voice low and hot as he urged her to come… as he, once again, whispered how much he loved her… that pushed CC over the edge.

Her head fell back against his shoulder, and her eyes closed as she came, crying out Niles' name into the night.

_Max groaned and stilled his hand against his erection, only just stopping himself from coming with CC as her impassioned call of Niles' name reached his ears. He watched as she writhed in Niles' arms… her body arching into the other man's touch and flushing in the moonlight with the rush of her orgasm._

_Again, he knew he should leave. He'd stayed too long already. Even if CC had not alerted Niles to his presence, Max knew that he'd crossed a line by watching them. It did not matter that they were out on the terrace where the whole world could see them. It did not matter that CC had appeared to enjoy having him watch. He had purposely stayed and watched… and - his face flamed somewhat - stroked himself… sought his own pleasure along with them. And, he felt a little ashamed at having done so._

_But even as he had that thought… he made no move to leave._

_His eyes remained locked on his business partner._


	5. Chapter 5

Niles nuzzled CC's temple, his name a mantra on her lips as she shuddered in arms, his fingers continuing to stroke in and out of her. He eased the pressure on her clit and slowed the pace of his fingers until he was simply holding them inside her, his palm cupping her sex.

_Maxwell watched as Niles held a shuddering CC in his arms. He could see that Niles was no longer moving his fingers inside her, though his hand was still between her thighs._

_ He swallowed, finding the sight unbelievably erotic… almost more so than what he'd already witnessed between the two lovers. He even, and a small wave of guilt washed over him at the thought, imagined himself in Niles' place - holding the statuesque blonde so intimately._

God, Niles loved making her come.

Loved feeling her body clench around him… whether it was his fingers, his tongue or his cock… he loved the feeling.

He loved knowing that he was the one who had brought her such ecstasy.

Niles released the breast he still held and reached up to cup her cheek, turning her head towards him. "You are so beautiful, CC…" he whispered before he captured her lips with his.

"…mmm… Niles…" she hummed into the kiss.

_Max licked his lips as her soft hum reached his ears._

As the kiss tapered off, he pulled back to meet her eyes.

The sapphire orbs were alive with desire and arousal and a need for more.

Niles grinned.

He loved that she was so insatiable.

He'd discovered the first night they'd made love that his CC's libido was, in two words, quite healthy. She admitted, as he'd drawn her up to straddle his face - intending to pleasure her - as he recovered from their last frantic round of lovemaking, that many of her past lovers had never truly taken the time to satisfy her… settling for making her come only once before seeking their own pleasure.

Niles was pleased to be the one to change that… to be the one who truly satisfied her.

Her insatiability, he mused as he stroked her lips with his thumb, matched his, so he was more than willing to make love to her wherever and whenever… and as many times as she wanted. And when he wasn't quite… up to it… at any particular moment, he found other ways to satisfy her. Thankfully though, being 'up' to it… had not been too much of a problem yet.

It seemed to Niles, that his need for her grew every time they made love. The more he made love to her, the more he needed to make love to her.

Like CC, he couldn't seem to get enough.

He prayed that he never would.

When she nipped the pad of his thumb and whispered his name, Niles smiled. "Someone is ready for more."

"Mmhmm…"

Niles chuckled. "My insatiable witch…"

"Yes, I am," CC replied, her eyes twinkling at him.

He caressed her cheek once more as he leaned and brushed his lips over hers. "And I love that you are."

"So, am I."

_Max observed the two lovers as they whispered to each other. He couldn't help but smile when he heard Niles chuckle at something CC said to him. As he continued to watch, he saw Niles remove his hand from between CC's thighs then move to stand in front of her._

_His eyes widened when Niles sank down onto his knees before her._

_"Bloody hell!" Maxwell swore under his breath._


	6. Chapter 6

CC moaned softly as Niles ran his hands up her legs, caressing the long smooth limbs until his hands were resting on her thighs.

She reached out to finger his dark blonde hair and smiled down at him.

"Is he still watching?"

CC's eyes grew wide at his quietly uttered question. "You… you knew Maxwell was… watching?"

"Yes."

"Why didn't you say anything?"

"Did you enjoy having him watch?" He asked instead of answering her.

CC nodded.

She had enjoyed it.

She'd waited for almost two decades for Maxwell to look at her that way… to see her as a woman. So, yes, even though she didn't want to admit it… she had enjoyed Maxwell watching as Niles touched her…as Niles made her come.

"Niles… I…"

"Tell me, CC…" Niles stroked his thumbs over the damp curls of her sex. "When I was touching you, were you imagining that they were Max's hands on your body? When I made you come… were you thinking of him, imagining that it was him making you come instead of me?"

"No," CC answered immediately. True, she'd fantasized for years about Maxwell touching her the way Niles had been, and still was, but it hadn't been her business partner she'd been thinking of when she'd fallen over the edge into bliss.

No.

She'd only had one man on her mind… and it had been the man whose very skilled hands had caressed her until she'd cried out his name as she came.

"No, baby… it was only you." CC held his gaze, wanting him to see the truth of her words in his eyes, her fingers curling around his ear.

Niles smiled up at her as he leaned in and placed a kiss to the blonde curls covering her sex.

_Max's mouth dropped open. Niles wasn't going to… was he?_

"Niles… you believe me, don't you?"

Niles nodded as he nuzzled the damp curls in front of him, darting his tongue out to flick against her clit.

CC moaned and her fingers fisted in his hair. "Baby… if you knew Maxwell was there…" her breath caught in her throat when he gently opened her with his fingers, and the cool air made contact with her clit. "Why didn't you stop… or move us into the bedroom?"

_Oh lord… he was._

"Is he still watching us, CC?"

CC looked up and out into the darkness.

"Yes," she whispered, her eyes locked with Maxwell's.

"Do you want me to stop?" Niles asked as he flattened his tongue against the hard little bundle of nerves.

"Oh god…" she groaned loudly at the pulse of pleasure that shot through her. "No…"

_Maxwell's eyes bulged as he watched Niles bury his face between CC's thighs. He felt his cock twitch at CC's loud moan._

Niles chuckled. "I didn't think so," he said as he continued to move his tongue against her. "Two reasons."

"W… what?"

"There are two reasons I did not stop," he told her in between licks. "One, I knew it would turn you on even more."

CC shook her head as she pulled her gaze away from Maxwell and looked down at her lover. "Niles…"

"Yes, CC. Baby, you know it's true… if only because you'd waited so long for him to see you this way."

CC flushed.

"And two," Niles pressed his thumb against her clit as he moved his mouth lower, and darted his tongue into her wet sheath. "I wanted him to see what was mine. I wanted him to see what he could have had if he'd used the sense God gave him to take it."

"…Niles…"

_Max swallowed hard. For the first time he could ever remember… he actually found himself envying Niles, and wanting to be in his shoes. To be on his knees in front of CC… his face buried between her thighs._

"Though, I suppose I really should thank him," he told her, giving her swollen folds several long, hard licks. "Otherwise I would not be here now."

CC cradled the side of his face, murmuring softly, "I am so glad you are."

"Me too, CC… me too," Niles replied as he pressed his face harder against her, kissing her sex as deeply as he kissed her mouth. "God, I love the taste of you."

CC laughed softly.

"What's so funny, witch?"

"Each time you do this… you tell me that," she smirked down at him. "I'm not a bottle of wine, you know."

"No… but you are a very rare vintage," he told her, dipping his tongue inside her again. "The finest vintage I have ever tasted."

CC rubbed her knuckles affectionately against his temple. "I love it when you talk like a connoisseur…"

Niles chuckled, the sound reverberating up through her. "I am a connoisseur," he said. "So, you should believe me when I tell you that I could feast on you for hours…" his tongue flicked against her clit and she bucked against him. "…for days."

CC moaned.

"I don't think I will ever have enough of you, CC."

"Niles?"

"Yes, love?"

"Are you going to keep talking or…" she rocked forward.

"Or! Definitely or!" Niles growled as he opened his mouth against her pussy; licking, sucking, tasting… consuming every inch of her that he could.

"Ooh… gooood… Niles…"

_His erection throbbed in response to CC's low moan. Without realizing he was doing it, Max slipped his hand inside his pyjama bottoms, his fingers curling around his erection._

_As he watched CC, Maxwell found himself stroking his length in time with every thrust of her hips against Niles' face._

"…Niles… oh yes…" CC panted as he guided her right leg over his shoulder and pressed his face harder against her. She clutched at his head. God, what the man could do with his tongue, she thought as he thrust the muscle inside her again and again. The tension in her body grew, the tight coiling low in her belly telling her that it would not be long before Niles had her coming against his mouth.

"Mmm…" his low hum of appreciation vibrated against her sensitive flesh.

"Baby… I'm close…" CC managed to tell him in between gasps for air.

"I know," Niles replied knowingly with a hard suck to her clit that made her cry out.

_At her loud cry, Maxwell groaned and felt his cock surge in his hand._

CC lifted her gaze from the sight of Niles between her legs at the soft moan that drifted across the courtyard. Her eyes grew wide when she saw that Maxwell's hand was inside his pants, and that he was stroking himself in time with her and Niles.

When she felt Niles slide his fingers into her once again, and immediately began to move them in and out of her, his mouth closing over her clit; CC groaned. Her eyes closed and her head fell back, thoughts of Maxwell pushed from her mind as the coil within her snapped.

"NILES!" She screamed his name as she came, her orgasm exploding over her in a white hot flash of sensation. She heard and felt him growl as he continued to stroke her, his tongue moving in strong, steady licks over her clit; his fingers continuing to slide in and out of her. It sent another small shock of pleasure coursing through her.

_His cock throbbed as CC's scream rent the air, and he tightened his grip around the base, willing himself not to come. He watched CC writhe against Niles' face and felt a wave of pleasure wash over him, his urge… his desire to come… rushing back to the fore._

_But as much as he wanted to – and good lord, he wanted to – Maxwell wouldn't let himself._

_He closed his eyes as he tried to calm his body._

_It was bad enough he was wanking off while watching them, but to give in completely, and come? He shook his head. He wasn't sure that was something he could do, and be able to face them in the morning. Hell, he wasn't sure if he would be able to anyway._

_And yet, even as that thought occurred to him, he realized he still hadn't made move to leave… to give the lovers some privacy._

_He opened his eyes when he heard CC whimper and watched Niles slowly get to his feet and pull her into his arms._

CC wrapped her arms around Niles' neck and kissed him hungrily, moaning at the taste of herself on his lips and tongue.

"I need you…"


	7. Chapter 7

**AN: Once again, let me just give my thanks to those of you who have left comments! They are greatly appreciated. I had intended with this fic to respond to each of you individually to give my thanks... but on top of working fulltime, I am also now taking a weekend course which will, hopefully, result in a change of careers! So the two combined are leaving me rather exhausted and with very little ME time.**

**But please know that I appreciate every comment... and I am tickled y'all are enjoying my little fic!**

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"I need you…" CC murmured into his mouth. "Niles… please…"

Niles nodded then groaned when he felt her begin to tug at the turtleneck he was wearing.

"Baby… help me," she pleaded as she finally managed to pull the shirt from his pants.

Niles nodded and took a small step back to quickly pull his shirt off. He let it drop to the floor with her pyjamas. She reached out for him again, ducking her head as her fingers attacked his belt with a fury.

"Slow down, sweetheart…" he chuckled, gently grasping her wrists. "We've got all night."

When she ignored him, intent on unbuckling his belt, he grasped her hands in one of his then slipped his other hand under her chin to lift her eyes to his. The smile on his face quickly fell away and his heart clenched at the tears he could see welling in her eyes. Niles cupped her cheek and whispered her name softly. "CC?"

"I need you, Niles… now… inside me," she told him, breathlessly, her words coming out stuttered, as she pulled her hands from his. She shook her chin free from his fingers and made quick work of his belt then attacked the button and zipper on his pants.

Niles groaned when her cool fingers worked their way inside and wrapped around his length.

"Now… Niles, please…" CC began to stroke him even as she moved to free him from his pants.

Niles covered her hand with his, stilling her movements. His fingers took hold of her chin again, and urged her to look at him once more. He held her eyes, refusing to let her look away, and searched the cerulean depths.

_Is he mad? Maxwell thought to himself as he watched Niles stop CC who had so obviously taken his cock in her hands. He'd heard CC's pleas, and he knew that, if he were in Niles place, he would already be inside her… thrusting like crazy._

Niles continued to look into CC's eyes, and what he saw touched him deeply, and made his heart ache at the same time. 'Oh, my love…' he thought, and sought to comfort her. Knowing he needed her to feel at peace before he could make love to her - properly this time - beyond what they'd already done.

"CC? Do you love me?"

"What? Yes, you know I do."

Niles slid his hand up to cup her cheek, his thumb feathering over her lips. "Then that is all that is important. Nothing and no one else matters. There is no need for shame or guilt…"

"…Niles…" she whispered, the tears in her eyes spilling over onto her cheeks as his words reached her.

He watched the arousal and desire come to the fore once again… watched her blue eyes darken as she squeezed him gently. He removed his hand from hers and grinned when she began to stroke him once again.

"I want you inside me," CC told him in a husky voice, rubbing her thumb over the head of his cock.

Niles groaned.

"Now…"

"Yes…" Niles grabbed hold of her hips, and lifted her into his arms. "Guide me into you, baby…"

_Without realizing he was doing it, Maxwell crept closer to the terrace, to the two lovers, but stopped when he saw Niles lift CC into his arms. He watched CC wrap her legs around his butler's waist._

"Mmm… ooh yeesss… Niles…"

_The low, utterly female moan of satisfaction made Max's mouth drop open when he realized that CC had… that she and Niles… that they were… "Good bloody lord," he muttered. Maxwell swallowed hard against the fierce rush of arousal that tore through him once again as he watched their bodies begin to move in an intimate dance._

"I love you… I love you so much…"

_CC's words were uttered breathlessly to the man she was wrapped around, and as her words reached his ears, it suddenly became very apparent to Maxwell, that whatever this thing between his butler and business partner was, it was serious._

"I love you, too…"

_He continued to stare at them… and realized that this was not just some fling he was witnessing._

_Niles and CC truly loved each other._

_CC's trust in allowing Niles to love her so openly, where anyone could – and did, his face flamed slightly – happen upon them, was proof of that. _

_Maxwell knew that CC did not give her trust easily… or her heart either for that matter._

_And, the significance of CC giving her heart to Niles was not lost on Maxwell. Niles had, when all was said and done, been the one man who had always been there for CC. Even when they'd been going head to head, there had been an undercurrent of affection – and sexual tension, Max admitted grudgingly, remembering that kiss he and Fran had walked in on a few years ago - between them. Sometimes you'd had to look hard to see it… but it had always been there._

_He'd long suspected his oldest friend and employee had a thing for his business partner. He just hadn't realized that his business partner obviously felt the same way about his butler._

_So, no, Max was not surprised in the least that they had ended up together. He was more surprised that it hadn't happened sooner. He'd always figured they would, at the very least, end up sleeping together if only to get it out of their systems._

_He was honestly surprised, though, at the depth of feelings between them._

_Surprised… and very happy for them._

_They both deserved that, and so much more._

_'They both deserve their privacy,' a little voice whispered to him when he blinked and found himself looking into CC's eyes once again._

_Whatever fantasy had entered Maxwell's mind as he'd watched them quickly evaporated at the look in her eyes. Whatever CC may have felt for him over the years had changed to simple affection. Whatever fantasy she may have had of the two of them being anything other than friends and business partners was simply no longer present._

_Even from where he stood, admittedly a little closer than he had been before, he could see the love in her eyes._

_Her love for Niles._

_Maxwell saw a ghost of a smile touch the corner of CC's mouth and he knew that she knew he'd figured it out. _

_He held her gaze a moment longer and gave her an almost imperceptible nod before she broke the connection and buried her face in Niles' hair with a deep moan of her lover's name._

CC' s low moan in his ear sent a shiver of delight through Niles' body as he guided her movements; lifting her up and down on his cock.

"Niles…" CC kissed her way along his jaw to his mouth. "Take me to bed…"

"Yes…" he nodded and slipped a hand under her ass, the other wrapping around her back as she tightened her legs around his waist. "Hold on, baby…" Niles told her as he slowly walked back into the suite, kissing her hungrily.

_Max kept his eyes on them until they disappeared into the hotel room, then with a final nod, he turned and walked away._

_As he made his way back to his room to where his wife waited, Maxwell knew that when they made love that night – which he had no doubt would happen even if hadn't just spent the last half hour watching Niles and CC – that, in spite of the guilt he suddenly felt, it would not be Fran's face he saw in his mind…_

"Oh god… "

_…it would be CC's._


	8. Chapter 8

Soft moans escaped her with every step Niles took.

By the time he'd reached the foot of the bed, she was panting softly against his lips as a small but intense orgasm moved through her body. She raised her head to meet his eyes when, instead of lowering them onto the mattress, he simply stood there and held her.

He kissed her lovingly.

CC smiled softly at him and brushed her lips over his then unwrapped her legs from around him and lowered them to the floor, the move allowing him to slip out of her.

They both whimpered at the loss.

"I want to make love with you," CC told him as she reached out to push his pants off his hips.

He helped her, removing them completely then bending down to tug off his socks as well. He kicked the pants away, and when he stood back up, he was wearing only that brilliant smile she loved so much.

"Very nice," CC murmured as she stepped closer and took Niles in hand then sank to her knees in front of him.

"…CC…" Niles groaned when she drew her tongue down then up the underside of his cock before taking him into her mouth.

CC hummed at tasting herself on his cock – her flavour mixing with his - as she moved him in and out of her mouth. She had not intended to do this with him… at least, not yet… but holding him in her hand… feeling him pulse in her palm… she'd been unable to resist. She loved doing this for him… with him… more than she had with any of her previous lovers.

Maybe it was because she loved Niles, and knew that he loved her that it was different, more enjoyable and arousing… CC didn't know. And, as she took him as deep as she could, she realized she did not care. That was the past… this was the present… and, she secretly hoped, her future.

A future she realized she desperately wanted with him.

As she swirled her tongue around the head, one hand stroking his length, the other fondling his balls, she felt Niles cup her cheek and looked up at him.

The desire… the hunger… she saw in his eyes sent a rush of moisture to her core. God, she wanted him. As much as she was enjoying this, and wanted to make him come with her mouth, she wanted him inside her more.

As if he could see her dilemma, Niles stroked his thumb over her cheek. "How about later, if you're up to it, we go down on each other."

CC eased him from her mouth and smirked up at him. "Don't you mean… if you're up to it, Butler Boy?"

"With you, witch; I'm always up to it."

She laughed then gave the head of his cock a gentle kiss before taking his offered hand and climbing to her feet. CC wrapped her arms around Niles' neck, and pressed her body firmly against his, his erection trapped between them, reveling in the feel of his hot skin against hers as she kissed him hard.

"Bed…" she murmured against his lips.

"Yes…"

CC stepped out of Niles' arms, winked and then gave him a gentle shove onto the mattress. He chuckled and shifted back to the centre of the bed then beckoned her to him with a crook of his finger.

Letting her lips curl into a sensuous smile, CC knelt on the edge of the bed then slowly crawled towards him. Unable to resist, she dipped her head along the way to brush soft kisses to his body, darting her tongue out to lick at his skin until she was crouched on all fours, face to face, over him.

A soft moan fell from her lips when she felt his fingers whisper up the backs of her thighs to curl around the cheeks of her ass. She lightly rubbed her body against his. The feel of his chest hair tickling her hard nipples, his cock brushing against her sex, caused the need she'd felt only moments earlier, to flare even hotter than before.

She needed him inside her… under her… around her.

CC needed to just feel him, all of him.

She lowered her head to his, caught his mouth in a passionate kiss and reached between them to wrap her fingers around his shaft. Positioning him at her entrance, CC shifted slightly then sank down onto him.

Their twin moans echoed throughout the room.

CC stretched out over him, and hummed as her breasts flattened against his chest. Framing his face with her hands, her fingers tracing the curves of his ears, CC she slid her legs down along his - caressing him with her feet – and moaned at the feel of so much of his skin against hers.

"You feel good…" Niles told her in a soft voice as he slowly trailed his hands up her back, his fingers dancing along her spine.

"So do you," CC replied as she shifted against him.

Soft hums of pleasure escaped them both when their mouths met in a loving kiss.

"Niles…" CC murmured against his lips as she slowly began to move him in and out of her body with only the gentle rocking of her hips. "Mmm…"

It felt so good… moving him so deliberately inside her like this. Niles filled her so completely that CC could feel every pulse, every throb of his erection, against her inner walls, and it sent shards of pleasure cutting through her.

"I want you to know something," CC whispered into their kiss. "I did like Maxwell watching us…"

"I know…"

"But it was you I was thinking about. You're the only one I wanted… the only one I want… seeing me, touching me, making love to me… you…" she gasped when he slipped his hands into her hair, curled his fingers in her shoulder-length blonde tresses and lifted her mouth from his to stare into her eyes. "You are all I want, Niles."

Their eyes locked.

"You are all I will ever need," CC told him, acknowledging the truth her heart had been telling her for longer than she cared to admit, then groaned when he pulled her mouth back to his and kissed her passionately.

When the kiss ended, CC rested her forehead against his, panting softly, as she continued to leisurely rock her body against his.

The pace was almost maddening but CC refused to move faster.

She was enjoying the slow and steady rhythm, relishing every move, feeling him swell even more within her as his arousal grew, and CC could see the hunger growing in his eyes.

"CC…"

She smiled and lifted her head from his. She could hear the strain in his voice… feel the tension in his body under hers, but still, she refused to change their leisurely pace. It wouldn't be too much longer, CC knew, before she would have to give in to their bodies' need for more.

But for now… for just right now… CC wanted to savour this with him for as long as their bodies could take it.

"I know, baby…" she brushed her lips against his. "I just…"

"I know…" Niles slid his hands out of her hair and trailed them down her back.

CC moaned and arched into his touch as he walked his fingers along her spine then curled his hands around the cheeks of her ass once more. "Mmm…" she hummed when he slid his hands down along her thighs then slowly drew them back up to cup her ass. "…feels so good, Niles…"

"It's supposed to," he chuckled as he continued to caress her, keeping pace with the steady rocking of her hips.

CC whimpered when she felt his hand slip between her thighs and his fingers stroke the swollen lips of her sex as she took his erection into her body again and again.

"You're close," his words were hot against her lips when she ground her pelvis against his to increase the pressure to her clit.

"…yes…"

"You need to come again, don't you?"

"Oh god…" CC groaned when he suddenly thrust up under her. She knew he was at the edge of his control… that he would not be able to hold out much longer, and frankly, neither could she.

"CC…"

"Yes…" she hissed and covered his mouth in a ravenous kiss.

CC began to move faster against him, pulling deep moans from both their throats as the passion soared, swift and hot and, bright between them.

"Niles!" CC exclaimed when he suddenly flipped them over. He grabbed her hands, laced his fingers with hers and held them over her head as he began to drive into her.

"Oh… god… yes…" she cried out and wrapped her legs around his waist as he thrust steadily into her. It felt so good… every plunge of his length into her and yet it wasn't enough. Her fingers clenched his. "Harder!"

He complied, driving harder and deeper inside her, pushing her closer and closer to the edge with every plunge of his cock.

"Yes, Niles! Yes… just like that!"

Niles grinned down at her then dipped his head to give her a hard kiss before he trailed his lips along her jaw to her ear as he continued to piston his hips against hers.

"I love being inside you," he whispered hotly into her ear. "You feel so good…" he withdrew then sank back into her.

CC moaned.

"So hot…"

He pulled out then drove back inside her, again and again.

"So wet…"

"Oh god…" CC whimpered as she felt the telltale beginnings of her orgasm start to ripple through her. "So close, baby…"

"Me too…"

"Niles…"

"I know…"

She came without warning as he thrust hard and deep inside her, her inner muscles clenching around his cock.

"NILES!" CC cried out his name even as she heard him give a hoarse shout of hers in return. She could feel him pulsing within her, and her eyes welled with tears as she realized that Niles had come with her.

It was such a rare thing – simultaneous orgasms - and it had never happened to CC before. And having it happen with Niles, with the man she loved… it simply overwhelmed her.

His grip on her hands loosened, and CC pulled her fingers from his and wrapped her arms around him; one around his back, the other fisted in his hair as he sank into her embrace. Her legs tightened around his waist, and she clutched him to her as their bodies continued to shudder with their shared release.


	9. Chapter 9

Niles' body was heavy against hers as he nestled closer and buried his face in the crook of her neck. He panted softly, his breath hot against her damp skin, as he sought to fill his lungs with much needed oxygen.

This is what she'd wanted.

From the moment CC had learned that Niles had flown out to California… this is what she'd wanted.

What she'd needed.

This feeling.

With him.

All around her.

His body on hers… in hers.

His essence warming her insides.

She'd been craving this closeness… this intimacy… for longer than she'd cared to admit, and only with him had she finally found it.

CC sighed happily as she nuzzled his temple and whispered, "I love you, Niles."

She hummed happily when she felt him press a kiss to the tender skin just behind her ear before he raised his head to gaze down at her. "I love you, CC."

They shared a tender kiss.

"I'm going to…" he rocked his hips gently against hers, and she nodded as he slowly withdrew from her. She whimpered softly at the loss and immediately curled her body around his when he rolled onto his back.

Tucking her head under his chin, CC tangled her legs with his and slipped her arm across his stomach to clutch possessively at his side, pressing as close to him as she could.

"Niles," she began after several moments of silence.

"Mmm?"

"You do believe me, don't you?"

"About what?"

"That I wasn't fantasizing about Maxwell touching me when we were out on the terrace. You do believe me?"

"Yes, CC, I believe you."

"Really?"

"And, would you like to know why?"

CC nodded.

"Because you told me you loved me."

CC lifted her head from his chest and looked down at him. "Just because I…? As simple as that?"

"Yes," Niles nodded and reached up to cup her cheek. "It was how you said it, sweetheart."

Her lips slowly curled into a tender smile. Her telling him she loved him had been a surprise to them both. She hadn't planned on saying it, wasn't sure she would ever be able to, even though she'd known since their first night together how deeply she truly felt about him.

"It just slipped out."

"Precisely," Niles caressed her cheek. "You told me before we started making love, before we knew Max was there. And, that is why I believe you."

CC shook her head then dipped down to brush a quick kiss over his lips.

He ran his thumb over her lips. "So, no more feeling guilty, all right?"

"I… how did you know?"

"I saw it in your eyes earlier, and I can see remnants of it now," Niles told her. "But there is no need. If anyone should feel guilty in all this, it's Max," his brow furrowed as he continued, "for standing there watching once he realized what was happening. He should have turned around and gone back to his wife. And then there's me."

He sighed, and CC could see the guilt swirling in his blue eyes.

"Niles…"

"I knew he was there. I could have stopped, could have brought us into the room sooner or even made him leave. It was not my intention to make you uncomfortable, CC…"

"I wasn't uncomfortable…"

"Or guilty," he finished, speaking over her.

"You didn't." At his pointed look, she nodded absently. "All right, so I felt a little guilty for enjoying another man watch as the man I love made love to me."

The guilt in his eyes grew, and CC knew it was because he felt he was the cause of the guilt she'd felt. She shifted against him, propped herself up on her elbow and reached up to cup his cheek her free hand.

"But, as you said earlier, as long as we love each other, then that is all that is important. Nothing and no one else matters, so there is no need for shame or guilt."

A soft smile touched pulled at the corners of his mouth.

"So, no more guilt… for either of us," CC told him softly.

"For either of us," Niles agreed with another caress of his thumb over her lips.

CC smiled then settled herself back into his arms, snuggling even closer than she had been previously.

"It was flattering though," she admitted quietly.

Niles chuckled, and she knew he could hear the mischief in her voice. "He finally saw what I've always seen."

"And what's that?"

"That you, my witch, are a beautiful, passionate woman."

"And I'm all yours."

"Thank God."

"No one else wants me."

"Then that makes them fools and me the smartest, luckiest man on the planet."

CC snorted and playfully slapped his chest.

They fell into comfortable silence, and CC simply enjoyed being held in his arms.

"I was jealous."

At his quietly uttered words, CC lifted her head from his chest.

"Jealous that, once again, you had gone off with Mr. Sheffield on a business trip," he reached up and pressed his finger against her lips when she opened her mouth to speak, "It wasn't that I didn't trust you…"

"With my track record, I wouldn't have blamed you," she spoke against his finger.

"Or trust in what we have. I did… I do… but I should have trusted in it more," he continued after a few moments of holding her eyes. "I knew better than to believe what Fran was told by that silly psychic, but I was scared."

Niles slid his hand around to cup her cheek, his fingers slipping into her tousled blonde locks. "I've waited so long for you, CC… for us…"

"I know…"

"Part of me still thinks that I am going to wake up and discover that the last few months have all been a dream."

"It's no dream, Niles. It's very real," she slid her body on top of his and cradled his face in her hands. "WE are very real."

Niles reached up and tucked a lock of her hair behind her ear. "Yes," he agreed softly. "We are very real."

A tender smile playing over her lips, CC lowered her head and gave him a loving kiss. She sighed as he slowly deepened the kiss and began to lightly rub his hands up and down her back and press her body closer to his.

When the kiss tapered off, CC curled her left arm on his chest, propped her chin on her elbow and looked at him. She trailed the fingers of her right hand over his face. She circled his beautiful blue eyes, ran the tip of her forefinger down the bridge of his nose, and traced his kiss-swollen lips.

A soft hum escaped her.

"What?"

"I was just thinking."

"That much is obvious," Niles said as he curled his hands around the cheeks of her ass, stroking the smooth skin before sliding them up along her back once again. "What were you thinking about?"

"Something I said to Nanny Fine when she was in here earlier. I'd told her that I understood why she would be worried about Maxwell and I being alone together, given our…" she paused and shook her head, "given MY history, but that she needn't have been concerned because I had found my man."

Niles grinned at that. "Did you really say that?"

"Mmhmm," CC nodded. "Not only that, but that I was also completely and multiply satisfied."

"The joy of being with a man who lives to serve," Niles quipped, and CC dissolved into giggles; burying her face in her hands against his chest.

"That's just what I said," she told him breathlessly when she finally stopped laughing and lifted her head.

Niles chuckled.

"What made you think of this?"

"I just realized how accurate that statement is," CC answered.

"How so?"

"You have truly satisfied me, Niles… in so many ways, and not just in bed," she told him then frowned and shook her head. "Satisfied isn't the right word. It doesn't adequately describe all that you've given me these last few months."

"And what have I given you, CC?" He asked quietly.

CC cradled Niles' face in her hands.

She looked deeply into his blue blue eyes and felt her heart swell.

Everything she had long desired – craved and searched for – all her life was there in the cerulean depths. His gaze so open, so unguarded, in a way she had never seen with anyone before.

She saw his acceptance of her as she was; flaws, insecurities and all.

And, CC pulled in a shuddering breath as her eyes filled with tears, she saw love.

So much love.

It overwhelmed her.

It wrapped itself around her, cocooned her in a warmth, a sense of peace, she had never known before.

She swallowed back the lump in her throat.

"What have you given me?" CC repeated his question as she lowered her head to rest her forehead against his.

Her voice was nothing but a whisper...

"Niles, you have given me everything I have ever truly needed."

~Fin

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**Once more... let me just say thank you for all your wonderful comments! It tickles me much to know you've enjoyed my little fic!**


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